May 5, 2023
Acquisition Details Emerge: PURO Lighting & LED Supply Co.
The price tag that Applied UV paid, plus the Acuity Brands pay back
Earlier this year, Applied UV, a publicly traded company that specializes in infection prevention and disinfection technology, acquired Puro Lighting and LED Supply Co. as part of a series of six acquisitions within an 18-month period.
When lighting industry acquisitions occur, its rare to learn specific transaction details about the often private or undisclosed M&A financials. But, Applied UV's Wednesday SEC filing reveals some of the specifics relating to the two deals.
In 2022, Applied UV recorded $20.1 million in sales and a net loss of $8.1 million. When the acquisitions of Puro Lighting and LED Supply Co. were announced in December, Applied UV stated that the combined transaction value for both companies amounted to approximately $20 million, consisting of cash and restricted common and preferred shares. This week, more transactional detail was released:
Puro Lighting acquisition financial details:
Puro Lighting, established by Brian Stern, Webb Lawrence and Jim Colantoni in 2019, focuses on UV light disinfection devices for indoor spaces and gained rapid notoriety in 2020 as commercial and industrial building stakeholders were searching for UV disinfection lighting. But the company maintains that it is built to help promote healthy indoor spaces and not just to address pandemic-related disinfection. We spoke to Brian Stern today who also highlighted the ongoing commercial relationships with Acuity Brands, Ushio, Johnson Controls, Siemens and others.
On January 26, 2023, Applied UV acquired Puro Lighting LLC. The acquisition involved the payment of $1,700,720 to cover specific PURO debt and transaction costs, 2,497,220 shares of common stock, 251,108 shares of preferred stock, and earnout payments to PURO's equity holders.
In conjunction with the PURO acquisition, Applied UV entered into a Note Purchase and Cancellation Agreement with Acuity Brands. This agreement entailed the purchase and cancellation of a $5 million promissory note issued by PURO to Acuity Brands in exchange for $2.5 million in cash and the issuance of 1,250,000 shares of Applied UV's preferred stock to Acuity Brands.
The Acuity Brands financial transactions may indicate that Acuity Brands saw future value in the partnership with Puro Lighting and Applied UV, since a significant portion of the payout was in the form of company shares.
Above [L to R]: AHR Expo 2023. Al Uszynski of inside.lighting with Webb Lawrence, Brian Stern and Jim Colantoni
LED Supply Co. acquisition financial details:
Also in January, Applied UV acquired LED Supply Co, another company owned by Brian Stern and Webb Lawrence. The acquisition involved the payment of $3,179,672 to cover certain LED Supply Co. debt and transaction costs, 1,377,777 shares of common stock, 148,888 shares of preferred company stock, and earnout payments to LED Supply Co.'s equity holders.
Stern, 38, has been appointed as a Director of Applied UV and continues to be CEO of Puro Lighting and LED Supply Co. As of March 30, he held 1.825 million shares of Applied UV common stock which is now trading around $0.45 per share. Webb Lawrence holds 1.55 million shares of Applied UV.
